The European Commission has granted unconditional approval for Abu Dhabi National Oil Co.’s (Adnoc) proposed €11.7 billion acquisition of German chemical manufacturer Covestro, marking a significant step in the UAE energy firm’s push into the global petrochemicals market.

The deal, initially confirmed by both parties in October 2024, has now cleared one of its final regulatory hurdles under the European Union Merger Regulation. In a statement released on Thursday, the Commission concluded that the merger “would not raise competition concerns, given its limited impact on competition in the markets where the companies are active.”

The investigation found that Adnoc and Covestro mainly operate at different levels of the chemical and petrochemical supply chain. According to the Commission, there is “no meaningful overlap between their respective activities.” It further stated that, post-transaction, the companies would not be in a position to restrict access for competitors—either to key raw materials or to a sufficient customer base. The clearance means the transaction can move forward without conditions, opening the door for integration efforts to begin.

Adnoc, which had made earlier bids for Covestro as high as €13.5 billion, ultimately agreed to the €11.7 billion purchase price. The offer represents a 54% premium over Covestro’s closing share price on June 19, 2023—the day before media coverage of a potential transaction emerged—and a 21% premium to the company’s closing share price on June 23, 2024.

As part of the agreement, Adnoc has committed to maintaining Covestro’s business operations and workforce. There are no planned closures, divestitures or major reductions to Covestro’s existing activities. The two companies have signed an investment agreement that includes Adnoc’s full support for Covestro’s long-term strategic direction, including its climate and sustainability goals.

Covestro’s “Sustainable Future” strategy is focused on achieving climate neutrality for its Scope 1 and Scope 2 greenhouse gas emissions by 2035. The company also aims to reduce its Scope 3 emissions to net zero by 2050. Adnoc’s support of these initiatives signals an ongoing commitment to environmental responsibility amid growing global scrutiny of emissions-intensive industries.

The acquisition is part of a broader strategy by Adnoc to expand its downstream and chemicals portfolio. In March 2025, Adnoc and Austria’s OMV signed a binding agreement to merge their stakes in Borealis and Borouge, forming a new entity called Borouge Group International. The newly formed group is set to acquire Nova Chemicals for $13.4 billion, a move that will establish it as the world’s fourth-largest producer of polyolefins.

With EU antitrust approval secured, the Covestro deal is now one step closer to completion. The acquisition not only strengthens Adnoc’s global presence but also aligns with the company’s aim to become a diversified and sustainable energy player.

Covestro is a global leader in high-tech polymer materials, offering a diverse product portfolio that includes polyurethanes, polycarbonates, and specialty chemicals.